Terms of Use - Spruce Biosciences, Inc.

1.1 SPRUCE BIOSCIENCES, INC. (herein referred to as “SPRUCE,” “we,” “us” or “our”) provides and makes available this website (the “Site”). This Site is operated by SPRUCE and has been created to provide information about our company, our research and development activities, and information required by applicable laws and regulations to our Site visitors (“you,” “your”). All use of or linking to any content on the Site is subject to the terms and conditions contained in this Terms of Use Agreement (the “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Site.

1.2 You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Site: https://sprucebio.com/terms-conditions/. SPRUCE will notify you of any material changes to this Agreement, and such revised Agreement will become effective fifteen (15) days after SPRUCE gives such notice. Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site.

1.3 Your access to and use of the Site is also subject to SPRUCE’s Privacy Policy located at https://sprucebio.com/terms-conditions/, the terms and conditions of which are hereby incorporated herein by reference.

1.4 Forward-Looking Statements. This Site contains information that is forward-looking and involves risks and uncertainties, including, without limitation, risks and uncertainties of research and development, clinical development, regulatory approvals and the regulatory process, our reliance on third-party manufacturers, product commercialization, competition, patents, product liability, and third party reimbursement, and other risks and uncertainties. Actual results may differ materially from such forward-looking information.

Use of the Site

2.1 Content. This Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other Site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

2.2 Trademarks. The trademarks, service marks, and logos of SPRUCE (the “SPRUCE Trademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of SPRUCE or its subsidiaries or affiliates. Other company, product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the SPRUCE Trademarks, the “Trademarks”). Nothing on this Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right, express or implied, under any Trademark displayed on this Site without the prior written consent of SPRUCE specific for each such use. The Trademarks may not be used to disparage SPRUCE or any third party, SPRUCE’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Links to the Site from other sites should be text-only and use of any Trademarks as part of a link to or from any website is prohibited without SPRUCE’s prior written consent. All goodwill generated from the use of any SPRUCE Trademark shall inure to SPRUCE’s benefit.

2.3 Copyrights. You should assume that all Content is copyrighted unless otherwise noted and may not be used without the express written permission of SPRUCE. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any SPRUCE or third-party copyright.

2.4 You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (d) delete or alter any material posted on the Site by SPRUCE or any other person or entity, or (e) frame or link to any of the materials or information available on the Site.

2.5 The Site contains links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. Links to External Sites are not a referral or endorsement of any other entity, item, or service. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster of External Sites if you have any concerns regarding such links or any content located on such External Sites.

We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

2.6 Certain elements of the Site are protected by trade dress, trademark, unfair competition, and other U.S. state, federal, and international laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without the express written consent from SPRUCE for each and every instance.

2.7 All Communication is Non-Confidential. Any communication or material that you transmit to, or post on, this Site by email or otherwise, including any data, questions, comments, suggestions, media inquiries, job applications, or the like, is, and will be treated as, non-confidential and nonproprietary information, and SPRUCE shall have no obligation of any kind with respect to such information. SPRUCE and any of our subsidiaries, affiliates or partners may use such information for any purpose whatsoever in accordance with applicable laws and regulations, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our subsidiaries, affiliates and partners shall be free to use such information, including, but not limited to, any ideas, concepts, know-how, or techniques contained therein, for any purpose whatsoever, including, but not limited to, researching, developing, manufacturing, and marketing products incorporating such information.

Limitation of Liability and Disclaimer of Warranties

3.1 SPRUCE, ITS SUBSIDIARIES AND AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “SPRUCE PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE SPRUCE PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND THE CONTENT AT YOUR OWN RISK.

THE SPRUCE PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR FREE OR THAT THE SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO SPRUCE PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE SPRUCE PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

3.2 IN NO EVENT SHALL ANY SPRUCE PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, OR DAMAGES INCURRED ARISING FROM THE PURCHASE OR USE OF THIRD-PARTY SUPPLIED INFORMATION, PRODUCTS, AND SERVICES) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH SPRUCE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.3 Some U.S. states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE SPRUCE PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

3.4 Medical Advice Disclaimer. No information on the Site is provided with the intention to give medical advice or instructions on the accurate use of SPRUCE products or the treatment of any medical condition. SPRUCE cannot answer unsolicited e-mails requesting personal medical advice. Site visitors should always consult a healthcare professional.

Indemnification

4.1 You agree to defend, indemnify, and hold harmless the SPRUCE Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Site. SPRUCE shall provide notice to you of any such claim, suit, or proceeding. SPRUCE reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting SPRUCE’s defense of such matter.

Termination of the Agreement

5.1 SPRUCE reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. SPRUCE reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.

5.2 Sections 2 (Use of the Site), 3 (Limitation of Liability and Disclaimer of Warranty), 4 (Indemnification), 5 (Termination of the Agreement), and 8 (Miscellaneous) shall survive the termination of this Agreement.

User Must Comply with Applicable Laws

6.1 You are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

6.2 You expressly agree to comply with any applicable export restrictions under any applicable export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

U.S. Government Restricted Rights

The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the U.S. Government constitutes acknowledgement of our proprietary rights in the Site and Content.

Miscellaneous

This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of New York in the State of New York. If any provision of this Agreement is found to be unlawful, invalid or unenforceable by any court having competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of SPRUCE to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against SPRUCE unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by SPRUCE and you, this Agreement constitutes the entire Agreement between you and SPRUCE with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. SPRUCE may assign its ownership, control, or other rights to any party at any time without notice to you.

This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Site might be publicly accessible. Important and private information should be protected by you. SPRUCE is not liable for protection of privacy of email or other information transferred through the Internet or any other network that you may use.